EXHIBIT 10.2



                              EMPLOYMENT AGREEMENT

     This  employment  agreement  is  entered  into this 1st day of April,  2004
between  Medical  Makeover  Corporation  of America  ("MMCA") and Dr. Leonard I.
Weinstein ("Employee", together, the "Parties").

     WHEREAS,  MMCA, a Florida C corporation  traded  publicly  under the symbol
MMAM, has been  incorporated  for the provision of medical and related  services
which  shall  include,  but  not  be  limited  to,  cosmetic  surgery,  cosmetic
dentistry,  dermatology,  weight loss, hair salon services, makeup services, and
fashion consulting services.

     WHEREAS, Dr. Leonard I. Weinstein is a healthcare executive with experience
in  management,  mergers  and  acquisitions,   operations,  and  public  company
experience. Therefore, the Parties agree to the following terms and conditions:

1.   TITLE MMCA shall employ Employee as President and Chief Executive  Officer.
     Employee shall serve as an Officer of the Corporation.  Employee shall also
     be Chairman of the Board of Directors  with full voting rights and a voting
     member of the Audit Committee of the board of directors and a member of any
     other  committees of the board of directors that may be formed from time to
     time.

2.   DUTIES  Employee  shall be  responsible  for the  operation  of the company
     including but not limited to:

     a.   Preparation of a five year pro-forma budget
     b.   Negotiating contracts with all physicians and other staff necessary to
          commence operations
     c.   Take all action to see that this  corporation  is in  compliance  with
          Federal, State, and Local laws
     d.   Open necessary bank accounts
     e.   Establish a marketing business plan
     f.   Prepare Television Commercials
     g.   Book TV commercials on appropriate stations
     h.   Manage the operation of the business
     i.   Promote the business
     j.   Be a spokesman for the business
     k.   Fulfill all legal  requirements  of a reporting  public company to the
          Securities & Exchange  Commission in conjunction with Donald Mintmire,
          corporate attorney for MMCA
     l.   Work closely with legal counsel, Donald Mintmir
     m.   Establish financial controls and reporting mechanisms
     n.   All above services shall be provided under a fiduciary  responsibility
          as a director and officer of a public company
     o.   Choose auditors for the company
     p.   Be  in  compliance  with  the  Sarbanes-Oxley  laws  governing  public
          companies
     q.   Recommend to the company and board of directors future members
     r.   Recommend  to the company and board of  directors  future  targets for
          acquisitions
     s.   Manage all press  releases  for the company in  conjunction  with Doug
          Martin
     t.   Recommend to the board of directors members for the audit committee
     u.   Make sure MMCA is fully insured


<PAGE>

Employment Agreement - Dr. Leonard I. Weinstein
Page 2 of 4


     v.   Train employees
     w.   Other services as recommended by the members of the board of directors
          and other committees.


3.   COMPENSATION  MMCA shall pay Employee a bi-weekly  salary of $3,876.92  per
     month  commencing  April 1,  2004,  for the  first  six  months  or until a
     positive cash flow is achieved,  whichever  comes first.  Once this occurs,
     Employee shall be paid a bi-weekly  salary of $5,192.31.  In  consideration
     for lowering his salary for the first six months,  Employee  shall  receive
     registered  shares of the common stock,  restricted by legend in accordance
     with SEC Rule 144.  Therefore,  for six months the sum of $2,850 multiplied
     by six for a total of $17,100 shall be paid in shares by taking the closing
     price of the last five days of that  month and using the  average  of these
     prices to create the average  closing  price,  which shall be multiplied by
     90% (or a discount of 10% of the average  closing  price) to determine  the
     conversion  price.  For example,  if the average closing price is $0.50 per
     share for one month,  that shall be  multiplied by 90% to give a conversion
     price of $0.45 per  share.  This  shall be  divided  into the  compensation
     foregone  for that month,  or $2,850 and 6,333  shares  ($2,850  divided by
     $0.45  =  4,222)  shall  be  issued  to  Employee.   This  calculation  and
     distribution  shall be performed each month that Employee's salary is below
     the $11,250 amount.


4.   BOARD  Compensation  Employee  shall  receive  a salary  on a W-2 form with
     payroll  taxes  deducted,  of  $10,000  per year to  serve on the  Board of
     Directors and all Board committees.  The fee shall be half in cash and half
     in stock  based upon  section 3 above.  The salary  portion of this  amount
     shall be paid on the first day of each month.  This shall commence on April
     1, 2004.


5.   TERM This Agreement  shall be for a period of five (5 years.  Each year the
     fee shall be increased based upon merit performance.


6.   BENEFITS  Employee shall be entitled to group health  insurance for himself
     and his family,  disability  insurance,  and key man life insurance  naming
     MMCA and his  daughter,  Sarah Lillian  Weinstein,  as  beneficiaries.  The
     amount of the insurance shall be determined by the Board of Directors. MMCA
     shall  immediately  seek out "health  insurance  for the company" for group
     coverage  for all  employees  who  qualify.  Qualification  shall  mean all
     employees  designated  as full time  employees  which means no less than 32
     hours per week.  In  addition,  there  shall be a 90 day  probation  period
     before  employees are entitled to group  coverage.  The insurance  shall be
     effective on or about April 1, 2004 or shortly  thereafter.  Employee shall
     also be entitled to two weeks of vacation  the first year and all  national
     holidays.


7.   CAR  ALLOWANCE  Employee  shall  receive a car  allowance of $400 per month
     commencing April 1, 2004.


8.   BUSINESS  EXPENSES  Employee shall be reimbursed  all  reasonable  business
     expenses.


<PAGE>


Employment Agreement - Dr. Leonard I. Weinstein
Page 3 of 4



9.   INSURANCE MMCA shall acquire Directors' and Officers'  insurance as well as
     liability  insurance.  This insurance,  if available,  shall commence on or
     about April 1, 2004.


Stock Ownership and Stock Options

1.   Employee shall receive  fifteen (15%) percent  ownership o the common stock
     MMCA as of April 1, 2004 in proper form which shall be registered  stock of
     the issued and outstanding common stock of the company, subject to SEC Rule
     144. There shall be no other  restrictions or legends.  Stock  certificates
     shall be issued upon the signing of this  Agreement or shortly  thereafter,
     however, not exceeding two weeks.

2.   Employee  shall  receive stock options at a price equal to 90% of the value
     of the stock on the first trading date after approved.  These stock options
     shall be based on  performance  on a yearly basis,  to be determined on the
     finalization of the budget or other  performance  indicators as approved by
     the Board of  Directors.  The stock  options  shall not exceed 2.25% of the
     issued and outstanding shares of the company and shall vest one third (1/3)
     of the options each year on the anniversary date of their grant.


Entire Agreement

     This  Agreement sets forth the entire  understanding  of the Parties and it
may not be  changed  except by  written  document  signed by all of the  parties
hereto. Governance

     This  Agreement  shall be  governed  by the laws of the State of Florida as
within the jurisdiction of Broward County.  In the even of a legal dispute,  the
prevailing  party shall be reimbursed its reasonable legal fees and costs by the
other party.

Binding Effect

     All parties  acknowledge  that they are  authorized to execute the terms of
this  Agreement  which  shall be binding  upon and inure to the  benefit of, and
shall be enforceable  by, the parties and their  respective  successors,  heirs,
beneficiaries, and personal representatives. Assignment

     The rights and benefits of this Agreement  shall not be transferable by any
party without the written consent of the other.

Assumability

     Should the Company be acquired in part or in whole, this Agreement shall be
assumed  by  the  acquiring   company   which  shall  fulfill  all   contractual
obligations.



<PAGE>


Employment Agreement - Dr. Leonard I. Weinstein
Page 4 of 4



     IN WITNESS  WHEREOF,  the Parties  hereto have set their hands and seals on
the dates set forth below.

                    MEDICAL MAKEOVER CORPORATION OF AMERICA


By: /s/Dr. Leonard I. Weinstein
---------------------------------------
         Dr. Leonard I. Weinstein
Its:     President
Dated:



EMPLOYEE

By: /s/Dr. Leonard I. Weinstein
---------------------------------------
         Dr. Leonard I. Weinstein
Dated:



WITNESSES

By:  Illegible Signature                      By:
---------------------------------              ---------------------------------

Name:                                          Name: